Mark Buthman
IDEX CORP /DE/About Mark Buthman
Mark A. Buthman, age 64, is an independent Class II director of IDEX Corporation (IEX) with a term expiring at the 2027 annual meeting . He chairs the Audit Committee and serves on the Nominating & Corporate Governance Committee; the Board has designated him an “audit committee financial expert” under SEC rules . Buthman holds a BBA in finance from the University of Iowa and retired as EVP & CFO of Kimberly-Clark in 2015 after 33 years, including leading or participating in over 50 acquisitions totaling more than $10 billion .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimberly-Clark Corporation | EVP & CFO | 2003–2015 | Led or participated in >50 acquisitions totaling >$10B; disciplined capital allocation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Pharmaceutical Services, Inc. | Director | Current (not dated) | Not disclosed |
Board Governance
- Independence: The Board affirmatively determined Buthman is independent; all standing committees are composed entirely of independent directors .
- Committee assignments: Audit (Chair) and Nominating & Corporate Governance (Member); designated “audit committee financial expert” .
- Attendance and engagement: In 2024 each director attended >75% of Board and applicable committee meetings; the Board held eight meetings, with non-management executive sessions at every regularly scheduled meeting, presided over by the Non-Executive Chair .
- Committee activity levels: Audit Committee (8 meetings), Compensation Committee (6), Nominating & Corporate Governance Committee (5) in 2024 .
- Years of service on IDEX Board: 9.0 years average tenure noted for Buthman in the skills/experience matrix (board tenure marker) .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual Cash Retainer | Non-management director cash retainer | $95,000 |
| Audit Chair Retainer | Committee chair premium | $20,000 |
| Nominating & Corporate Governance Committee Member Fee | Committee membership premium | Not applicable (no member fee disclosed) |
| Fees Earned (Cash) — Buthman | Base retainer + chair retainer | $115,000 |
| Annual Equity Grant (Directors) | 100% RSUs (annual grant value) | $165,000 |
| Stock Awards — Buthman | Grant date fair value (RSUs) | $165,000 |
| All Other Compensation — Buthman | Matching gifts and other | $0 |
| Total 2024 Compensation — Buthman | Cash + equity + other | $280,000 |
Program changes: For 2024, IDEX increased the annual cash retainer by $5,000 and the grant date fair value of annual director equity grants by $10,000 to align with market medians .
Performance Compensation
- Directors receive time-based RSUs only; no performance metrics (e.g., TSR, EBITDA) govern director equity awards. Annual RSU grants vest on the earlier of the first anniversary or next annual meeting (with conditions), and accelerate upon specified events including change in control, death, disability, failure to be re-elected, or after six years of continuous service on the Board; directors may elect to defer settlement .
- No short-term or long-term performance metrics are tied to non-employee director compensation (metrics in the proxy apply to executive officers, not directors) .
Other Directorships & Interlocks
| Company | Relationship to IDEX | Interlock/Conflict Notes |
|---|---|---|
| West Pharmaceutical Services, Inc. | Buthman is a director | No related person transactions requiring disclosure since Jan 1, 2024; Audit Committee administers related party policy . |
Expertise & Qualifications
- Former Fortune 150 CFO with significant international operations experience; led or participated in >50 M&A transactions totaling >$10 billion, indicating deep transaction and capital allocation discipline .
- Board-designated “audit committee financial expert” with high financial literacy; current Audit Chair at IDEX .
- Age 64, finance degree (University of Iowa) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned (Buthman) | 8,325 |
| Shares Outstanding (Record Date) | 75,544,109 |
| Ownership % of Shares Outstanding (computed) | ~0.011% (8,325 ÷ 75,544,109) |
| RSUs Outstanding at 12/31/2024 (incl. deferred) | 8,325 (director-level outstanding RSUs count) |
| RSU/Share Vesting & Deferral Details | Multiple RSU grants deferred; annual grants and vesting events listed in footnote (various years 2016–2024) |
| Stock Ownership Guideline (Directors) | ≥5x current annual Board service retainer (mandatory holding until met) |
| Compliance Status | All non-management directors complied or are under mandatory holding until guideline met |
| Hedging/Pledging | Prohibited for directors and employees by insider trading policy |
Governance Assessment
- Committee leadership and financial oversight: As Audit Chair and a designated audit committee financial expert, Buthman anchors financial reporting, risk, compliance, and related-person transaction oversight; Audit Committee met eight times in 2024 and oversees cybersecurity, EHS, compliance, and related-person transaction policy (no related person transactions requiring disclosure since Jan 1, 2024) .
- Independence and attendance: Independent status, full-year committee service, and >75% attendance alongside active executive sessions support board effectiveness and investor confidence .
- Ownership and alignment: Director stock ownership guidelines (5x retainer) with mandatory holding until met, prohibition on hedging/pledging, and deferred RSU balances align incentives with long-term shareholder value .
- Director compensation structure: Cash retainer plus time-based RSUs; no performance-linked director pay—reduces pay complexity and potential conflicts; 2024 market-based adjustments (+$5k cash, +$10k equity) are modest .
RED FLAGS
- None disclosed: No related-party transactions, no hedging/pledging, and attendance above governance thresholds (all directors >75%); say-on-pay support levels for executives were strong (91% in 2024), indicating broad shareholder alignment with compensation governance .
Notes:
- Class II term expires in 2027; continued leadership in audit oversight is relevant to risk and reporting quality .
- Non-management directors meet in executive session at every regularly scheduled Board meeting, enhancing independent oversight .